Individual Contributor License Agreement — Cogitent

This is the template. CLAassistant renders the canonical signed copy per-contributor. Edits to this template require an org-wide notification and a re-sign rollout. See Section 9 for the mechanism.

DRAFT — pending counsel review. Not legal advice. Not yet binding until ratified in M1 final.

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Preamble

This Individual Contributor License Agreement ("Agreement") sets out the terms under which you ("Contributor") grant intellectual property rights in your Contributions to Cogitent SAS (in formation) ("Company"), the entity that develops and distributes the Cogitent software platform.

This Agreement is based on the Apache Software Foundation's Individual Contributor License Agreement v2.0, adapted for the Cogitent open-core business model. The rationale for requiring an ICLA — in particular, the need to sublicense CE Contributions into the closed-source Plus Edition — is documented in docs/license-analysis.md §3.

By accepting this Agreement (via the CLAassistant mechanism described in Section 9), you agree to all of its terms and representations. Please read carefully before signing.

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1. Definitions

1.1 "Contribution" means any original work of authorship, including any modifications or additions to an existing work, that you intentionally submit to the Company for inclusion in, or documentation of, any of the software projects managed by the Company (collectively, the "Work"). For the purposes of this definition, "submit" means any form of electronic, verbal, or written communication sent to the Company or its representatives, including communication on electronic mailing lists, source-code control systems, and issue-tracking systems managed by or on behalf of the Company, but excluding communication that is conspicuously marked in writing by you as "Not a Contribution."

1.2 "Work" means the Cogitent software platform and any related software projects managed by Cogitent SAS, including the Community Edition and any associated libraries, documentation, and tooling.

1.3 "Contributor" means the individual who signs this Agreement ("you").

1.4 "Company" means Cogitent SAS (in formation), a French simplified joint-stock company in the process of formation, and its successors and assigns.

1.5 "Submit" means the act of delivering a Contribution by any means — including a pull request, patch file, API upload, or electronic message — to the Work's code repository or official communication channels.

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2. Grant of Copyright License

Subject to the terms and conditions of this Agreement, you hereby grant to the Company and to all recipients of software distributed by the Company a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute your Contributions and such derivative works.

Sublicensing clause. The license granted in this Section expressly includes the right to sublicense your Contribution under:

• The GNU Affero General Public License v3.0 or later (AGPL-3.0-or-later) for the Community Edition;
• A proprietary commercial license for the Cogitent Plus Edition and any future commercial editions;
• Any other license that the Company, in its discretion, applies to the Work now or in the future.

This sublicensing right is the essential reason for this Agreement. It allows the Company to offer Cogitent under an open-core model where the same codebase powers both the free CE and the commercial Plus Edition without creating a dual-licensing conflict.

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3. Grant of Patent License

Subject to the terms and conditions of this Agreement, you hereby grant to the Company and to recipients of software distributed by the Company a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this Section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by you that are necessarily infringed by your Contribution(s) alone or by combination of your Contribution(s) with the Work to which such Contribution(s) was submitted.

Patent litigation termination clause. If any entity institutes patent litigation against you or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.

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4. Contributor Representations

By submitting a Contribution, you represent and warrant that:

4.1 Original work. Each Contribution is your original creation. You have sufficient rights in the Contribution to make the grants described in Sections 2 and 3.

4.2 Right to grant. Your employer (if applicable) has authorized this Agreement (see Section 5 on employer rights), or your Contribution is not covered by an employment or consulting agreement that would restrict your right to make this grant.

4.3 No third-party rights. Your Contribution does not, to the best of your knowledge, infringe any third-party intellectual property right (copyright, patent, trade secret, trademark, or other proprietary right).

4.4 Third-party disclosure. If you are aware that any part of your Contribution is derived from or incorporates third-party material — including open-source code licensed under terms other than those already in the Work — you have disclosed this in the pull request description or in accompanying written notice to the Company. The Company may accept, modify, or reject contributions incorporating third-party material at its sole discretion.

4.5 Export compliance. To the best of your knowledge, your Contribution does not contain items subject to export-control restrictions (e.g., under EAR, ITAR, or EU Dual-Use regulations) that would require a license for the Company to use and distribute the Contribution as part of the Work.

4.6 Accuracy. All information you provide in connection with this Agreement is accurate and complete.

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5. Employer Rights

If you are employed and your Contribution is made in the scope of your employment, you must obtain written permission from your employer before submitting, and represent that your employer has authorized you to enter into this Agreement on its behalf or that your employer waives its rights in the Contribution.

If your employer has a corporate contributor license agreement (CCLA) with the Company, that CCLA governs contributions made in the scope of employment. Individual contributors at those organizations may rely on the CCLA instead of signing a separate ICLA — subject to the terms of the CCLA.

CLAassistant supports both the individual flow (ICLA) and the corporate flow (CCLA). Organizations wishing to contribute under a CCLA should contact [email protected] to negotiate the corporate agreement.

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6. Support and Maintenance

You are not required to provide support for your Contributions. You may provide support if you choose, but you are under no obligation to do so. You are not required to maintain or update your Contributions after they are merged.

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7. Withdrawal

You may withdraw your consent for future Contributions at any time by notifying the Company in writing at [email protected]. Withdrawal means you will not make further Contributions and the Company will process no further CLAassistant sign-offs from your account.

Past contributions are irrevocable. The licenses granted in Sections 2 and 3 for Contributions already merged into the Work are irrevocable and survive your withdrawal. This is consistent with the Apache ICLA model and is necessary for the Company to continue maintaining and distributing the Work.

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8. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of France (Code civil). Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the Tribunal de commerce de [VILLE], France.

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9. Signing Mechanism

9.1 CLAassistant.io is the canonical signing mechanism. On your first pull request to any Cogitent repository, the CLA bot (configured in .gitea/workflows/cla.yml) will post a comment asking you to sign. Signing is done via GitHub/Gitea OAuth; CLAassistant records your user handle, the date of signing, and the version of this Agreement you accepted.

9.2 The canonical signed record is the per-contributor entry in CLAassistant's storage, not any paper document. In the event of a dispute, the CLAassistant record is the authoritative evidence of signing.

9.3 Template amendment process. If this template is amended (e.g., to update governing-law provisions, add representations, or adjust the patent clause), the Company will: (a) publish the new version with a new version number; (b) notify all previously signed contributors via their registered email (where available) and via a repository announcement; (c) request re-signature from active contributors if the amendment is material. Contributions submitted after the amendment effective date are governed by the new version.

9.4 Cross-reference: the CLA workflow file .gitea/workflows/cla.yml configures the bot's behavior, the ICLA document URL, and the storage backend. That file should be kept in sync with this template's version number.

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10. Miscellaneous

10.1 Entire Agreement. This Agreement, together with any CCLA (if applicable), constitutes the entire agreement between you and the Company with respect to your Contributions to the Work.

10.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force.

10.3 No Assignment. You may not assign this Agreement or the rights and obligations hereunder without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

10.4 Language. The controlling version of this Agreement is the English text.

10.5 Contact. Legal inquiries: [email protected].

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End of ICLA v1.0 — Cogitent SAS (in formation)